This document is available in three
formats: this web page (for browsing content), PDF (comparable to original document formatting), and
WordPerfect. To view the PDF you will need
Acrobat Reader, which may be downloaded from the Adobe site. For an official signed copy, please contact the
Antitrust Documents Group.

Plaintiff United States of America ("United States"), pursuant to Section 2(b) of the
Antitrust Procedures and Penalties Act ("APPA" or "Tunney Act"), 15 U.S.C. § 16(b)-(h), files
this Competitive Impact Statement relating to the proposed Final Judgment submitted for entry in
this civil antitrust proceeding.

I. Nature and Purpose of the Proceeding

Defendants Cingular Wireless Corporation ("Cingular"), SBC Communications Inc.
("SBC"), BellSouth Corporation ("BellSouth"), and AT&T Wireless Services, Inc. ("AT&T
Wireless Services") entered into an Agreement and Plan of Merger dated February 17, 2004,
pursuant to which Cingular will acquire AT&T Wireless. Plaintiff United States and the states of
Connecticut and Texas ("plaintiff states") filed a civil antitrust Complaint on October 25, 2004,
seeking to enjoin the proposed acquisition. The Complaint alleges that the likely effect of this
acquisition would be to lessen competition substantially for mobile wireless telecommunications
services and mobile wireless broadband services (collectively, "mobile wireless services") in
violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. This loss of competition would result
in consumers facing higher prices, lower quality or quantity of mobile wireless services, or
delayed launch of new mobile wireless services.

At the same time the Complaint was filed, plaintiff United States also filed a Preservation
of Assets Stipulation and Order and proposed Final Judgment, which are designed to eliminate
the anticompetitive effects of the acquisition. Under the proposed Final Judgment, which is
explained more fully below, defendants are required to divest (1) AT&T Wireless's mobile
wireless services business and related assets in five markets ("Wireless Business Divestiture
Assets"); (2) Cingular's or AT&T Wireless's minority interests in other mobile wireless services
providers in five markets ("Minority Interests"); and (3) 10 MHz of contiguous PCS wireless
spectrum in three markets ("Spectrum Divestiture Assets"). Under the terms of the Preservation
of Assets Stipulation and Order, defendants will take certain steps to ensure (a) that these assets
are preserved and that the Wireless Business Divestiture Assets are operated as competitively
independent, economically viable and ongoing businesses; (b) that they will remain independent
and uninfluenced by defendants or the consummation of the transaction; and (c) that competition
is maintained during the pendency of the ordered divestiture.

Plaintiffs and defendants have stipulated that the proposed Final Judgment may be
entered after compliance with the APPA. Entry of the proposed Final Judgment would terminate
this action, except that the Court would retain jurisdiction to construe, modify, or enforce the
provisions of the proposed Final Judgment and to punish violations thereof. Plaintiffs and
defendants have also stipulated that defendants will comply with the terms of the Preservation of
Assets Stipulation and Order and the proposed Final Judgment from the date of signing of the
Preservation of Assets Stipulation and Order, pending entry of the proposed Final Judgment by
the Court and the required divestitures. Should the Court decline to enter the proposed Final
Judgment, defendants have also committed to continue to abide by its requirements and those of
the Preservation of Assets Stipulation and Order until the expiration of time for appeal.

II. Description of the Events Giving Rise to the Alleged Violation

The Defendants and the Proposed Transaction

Cingular, with headquarters in Atlanta, Georgia, is a company organized and existing
under the laws of the state of Delaware. Cingular was formed in 2000 by SBC and BellSouth,
who own equity interests in it of 60 and 40 percent, respectively. SBC and BellSouth evenly
share management control of Cingular. Cingular is the second-largest provider of mobile
wireless voice and data services in the United States by number of subscribers; it serves more
than 24 million customers. Cingular provides mobile wireless services in areas throughout the
United States and is one of only six providers with a national presence. In 2003, Cingular earned
revenues of approximately $15.5 billion.

SBC, with headquarters in San Antonio, Texas, is a corporation organized and existing
under the laws of the state of Delaware. SBC is one of several regional Bell operating companies
("RBOCs") formed in 1984 as a result of the breakup of AT&T Corporation's local telephone
business. SBC's wireline telecommunications businesses serve 54.7 million access lines in 13
states: Arkansas, California, Connecticut, Illinois, Indiana, Kansas, Michigan, Missouri, Nevada,
Ohio, Oklahoma, Texas, and Wisconsin. In 2003, SBC earned approximately $40.8 billion in
revenues.

BellSouth, an RBOC with headquarters in Atlanta, Georgia, is a corporation organized
and existing under the laws of the state of Georgia. BellSouth's wireline telecommunications
businesses serve 23.7 million access lines in nine states: Alabama, Florida, Georgia, Kentucky,
Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee. Its total operating
revenues for 2003 were approximately $22.6 billion.

AT&T Wireless, with headquarters in Redmond, Washington, is a corporation organized
and existing under the laws of the state of Delaware. Spun off from AT&T Corporation in 2001,
it had more than 22 million subscribers as of August 2004 and earned revenues of approximately
$16.6 billion in 2003. AT&T Wireless is the third-largest U.S. mobile wireless services provider
by number of subscribers, and, like Cingular, it provides mobile wireless services in areas
throughout the United States and has a national presence.

Pursuant to an Agreement and Plan of Merger dated February 17, 2004,Cingular will pay
AT&T Wireless shareholders $15 in cash per common share and thereby plans to acquire AT&T
Wireless for approximately $41 billion. If this transaction is consummated, Cingular and AT&T
Wireless combined would have more than 46 million subscribers, with over $32 billion in
revenues, making it the largest mobile wireless services provider in the United States, with
operations in 49 states covering 97 of the top 100 marketing areas.

The proposed transaction, as initially agreed to by defendants, would lessen competition
substantially for mobile wireless telecommunications services in 10 markets and for mobile
wireless broadband services in three markets. This acquisition is the subject of the Complaint
and proposed Final Judgment filed by plaintiffs.

Mobile Wireless Services Industry

Mobile wireless services allow customers to make and receive telephone calls and use
data services using radio transmissions without being confined to a small area during the call or
data session, and without the need for unobstructed line-of-sight to the radio tower. This
mobility is highly prized by customers, as demonstrated by the more than 160 million people in
the United States who own mobile wireless telephones. In 2003, revenues for the sale of mobile
wireless services in the United States were nearly $90 billion. To provide these services, mobile
wireless services providers must acquire adequate and appropriate spectrum, deploy an extensive
network of switches, radio transmitters, and receivers, and interconnect this network with those
of local and long-distance wireline telecommunications providers and other mobile wireless
services providers.

The first wireless voice systems were based on analog technology, now referred to as
first-generation or "1G" technology. These analog systems were launched after the FCC issued
the first licenses for mobile wireless telephone service: two cellular licenses (A-block and
B-block) in each geographic area in the early to mid-1980s. The licenses are in the 800 MHz
range of the radio spectrum, each license consists of 25 MHz of spectrum, and they are issued for
each Metropolitan Statistical Area ("MSA") and Rural Service Area ("RSA") (collectively,
"Cellular Marketing Areas" or "CMAs"), with a total of 734 CMAs covering the entire United
States. In 1982, one of the licenses was issued to the incumbent local exchange carrier in the
market, and the other was issued by lottery to someone other than the incumbent. Cellular
licensees must support analog service until February 2008.

In 1995, the FCC allocated and subsequently issued licenses for additional spectrum for
the provision of Personal Communications Services ("PCS"), a category of services that includes
mobile wireless telephone services comparable to those offered by cellular licensees. These
licenses are in the 1.8 GHz range of the radio spectrum and are divided into six blocks: A, B,
and C, which consist of 30 MHz each; and D, E, and F, which consist of 10 MHz each.
Geographically, the A and B-block 30 MHz licenses are issued by Major Trading Areas
("MTAs"), and C, D, E, and F-block licenses are issued by Basic Trading Areas ("BTAs"),
several of which comprise each MTA. MTAs and BTAs do not generally correspond to MSAs
and RSAs. With the introduction of the PCS licenses, both cellular and PCS licensees began
offering digital services, thereby increasing capacity, shrinking handsets, and extending battery
life. Unlike the cellular licensees, PCS licensees are not required to provide support for analog
or any other technology standard. In 1996, one provider, a specialized mobile radio ("SMR" or
"dispatch") spectrum licensee, began to use its SMR spectrum to offer mobile wireless telephone
services comparable to those offered by other mobile wireless services providers, in conjunction
with its dispatch, or "push-to-talk," service.

Today, more than 90 percent of all mobile wireless services customers have digital
service, and nearly all mobile wireless voice service has migrated to second-generation or "2G"
digital technologies: TDMA (time division multiple access), GSM (Global Standard for Mobile,
a type of TDMA standard used by all carriers in Europe), and CDMA (code division multiple
access). Mobile wireless services providers have chosen to build their networks on these
incompatible technologies and most have chosen CDMA or GSM, with TDMA having been
orphaned by equipment vendors. (The SMR providers use a fourth incompatible technological
standard better suited to the spectrum they own, and, as SMR licensees, they have no obligation
to support a specific technology standard.) Even more advanced technologies ("2.5G") have
begun to be deployed for voice and data (e.g., 1xRTT (a/k/a CDMA 2000), GPRS (General
Packet Radio Service), and EDGE (Enhanced Data for GSM Evolution)). The data transmission
speeds of these technologies vary. For example, 1xRTT provides average user speeds of 70
kilobits per second ("kbps"), and GPRS and EDGE provide average user speeds of 20 to 40 kbps
and 80 to 110 kbps, respectively.

Currently, the U.S. mobile wireless services industry is taking the next evolutionary step
in wireless technology to third-generation or "3G" technologies (e.g., for GSM, UMTS
(Universal Mobile Telecommunications System) and for CDMA, Ev-DO/DV (Evolution Data
Only/Data Voice)) that provide for more capacity and higher data throughput. All of the national
mobile wireless services providers and some of the regional providers are considering how and
where they will deploy 3G services across their networks. Some providers have already deployed
this service in some areas of the country.

The Competitive Effects of the Transaction on Mobile Wireless Telecommunications Services and Mobile Wireless Broadband Services

Cingular's proposed acquisition of AT&T Wireless will substantially lessen competition
in mobile wireless telecommunications services and mobile wireless broadband services in the
relevant geographic areas. Mobile wireless telecommunications services include both voice and
data services provided over a radio network and allow customers to maintain their telephone calls
or data sessions without wires, such as when traveling. Mobile wireless broadband services offer
data speeds four to six times faster than the 2G and 2.5G data offerings currently provided by the
mobile wireless services providers. Mobile wireless broadband services, which are now being
launched using various 3G technologies, offer average data speeds of 200 to 300 kbps, peaking at
2 megabits per second or higher. These speeds rival wireline broadband services at peak speeds.
At average speeds, they are comparable to low-end wireline high-speed data offerings and can
support bandwidth-intensive services including video conferencing, video streaming,
downloading of music and video files, and voice over Internet protocol ("VoIP") calling, none of
which can be used reliably at slower speeds. Fixed wireless services and other wireless services
that have a limited range (e.g., Wi-Fi) do not offer a viable alternative to either mobile wireless
telecommunications services or mobile wireless broadband services primarily because customers
using these services cannot maintain a call or data session while moving from one location to
another.

Most customers use mobile wireless services in close proximity to their workplaces and
homes. Thus, customers purchasing mobile wireless telecommunications services and mobile
wireless broadband services choose among mobile wireless services providers that offer services
where they are located and travel on a regular basis: home, work, other areas they commonly
visit, and areas in between. The number and identity of mobile wireless services providers varies
from geographic area to geographic area, along with the quality of their services and the breadth
of their geographic coverage, all of which are significant factors in customers' purchasing
decisions. Mobile wireless services providers can and do offer different promotions, discounts,
calling plans, and equipment subsidies in different geographic areas, effectively varying the
actual price for customers by geographic area.

The relevant geographic markets for mobile wireless services are, therefore, local in
nature and are generally centered around a metropolitan area or a population center and its
environs. The FCC has licensed a limited number of mobile wireless services providers in these
and other geographic areas based upon the availability of radio spectrum. These FCC spectrum
licensing areas often represent the core of the business and social sphere where customers face
the same competitive choices for mobile wireless services. Although not all FCC spectrum
licensing areas are relevant geographic areas for the purpose of analyzing the antitrust impact of
this transaction, the FCC spectrum licensing areas that encompass the 13 geographic areas of
concern in this transaction are where consumers in these communities principally use their
mobile wireless services. As described in the Complaint, the relevant geographic markets where
the transaction will substantially lessen competition for mobile wireless telecommunications
services are represented by the following FCC spectrum licensing areas: Oklahoma City,
Oklahoma (CMA 045), Topeka, Kansas (CMA 179), Pittsfield, Massachusetts (CMA 213),
Athens, Georgia (CMA 234), St. Joseph, Missouri (CMA 275), Connecticut RSA-1 (CMA 357),
Kentucky RSA-1 (CMA 443), Oklahoma RSA-3 (CMA 598), Texas RSA-11 (CMA 662), and
Shreveport, Louisiana (BTA 419). The relevant geographic markets where the transaction will
substantially lessen competition for mobile wireless broadband services are represented by the
following FCC spectrum licensing areas: Dallas-Fort Worth, Texas (CMA 009), Detroit,
Michigan (BTA 112), and Knoxville, Tennessee (BTA 232).

The 10 geographic markets of concern for mobile wireless telecommunications services
were identified by a fact-specific, market-by-market analysis that included consideration of, but
was not limited to, the following factors: the number of mobile wireless services providers and
their competitive strengths and weaknesses, Cingular's and AT&T Wireless's market shares
along with those of the other providers, whether additional spectrum is or is likely soon to be
available, whether any providers are limited by insufficient spectrum or other factors in their
ability to add new customers or launch additional services, the population of a market as it affects
the need for spectrum to serve the population, the concentration of the market, and the breadth
and depth of coverage by different providers in each market.

Cingular and AT&T Wireless both own all or part of businesses that offer mobile wireless
telecommunications services in the 10 relevant geographic areas. In five of these areas (Athens,
Georgia; Topeka, Kansas; Pittsfield, Massachusetts; St. Joseph, Missouri; and Shreveport,
Louisiana), Cingular or AT&T Wireless also owns minority equity interests in another mobile
wireless telecommunications services provider that would be a significant competitor to the
merged firm for these services. The minority equity interests range from approximately 9 to 24
percent. Based upon these significant minority equity interests and the specific facts of the
relationships, it was appropriate to attribute the shares and assets of the mobile wireless services
businesses partially owned by Cingular or AT&T Wireless in these markets to either Cingular or
AT&T Wireless, thus increasing the percentage of customers served by the merged firm.

The individual market shares of Cingular's and AT&T Wireless's mobile wireless
telecommunications services businesses in the 10 relevant geographic markets as measured in
terms of subscribers range from 9 to more than 71 percent, and their combined market shares
range from 61 to nearly 90 percent. In each relevant geographic market, Cingular or AT&T
Wireless has the largest market share, and, in all but one, the other is the second-largest mobile
wireless telecommunications services provider. In all but one of the relevant geographic markets,
Cingular and AT&T Wireless are the original cellular licensees and, as a result, have the network
infrastructures with the greatest depth and breadth of coverage. Cingular and AT&T Wireless are
likely closer substitutes for each other than the other mobile wireless telecommunications services
providers in the relevant geographic markets. Additionally in these markets, there will be
insufficient remaining competitors post-merger with the ability to compete effectively to defeat a
small, but significant price increase by the merged firm.

The relevant geographic markets for mobile wireless telecommunications services are
highly concentrated. As measured by the Herfindahl-Hirschman Index ("HHI"), which is
commonly employed in merger analysis and is defined and explained in Appendix A to the
Complaint, concentration in these markets ranges from approximately 2600 to more than 5300,
which is well above the 1800 threshold at which the Department considers a market to be highly
concentrated. After Cingular's proposed acquisition of AT&T Wireless is consummated, the
HHIs in the relevant geographic markets will range from approximately 4400 to more than 8000,
with increases in the HHI as a result of the merger ranging from approximately 1100 to more than
3500.

Competition between Cingular and AT&T Wireless in the relevant geographic markets has
resulted in lower prices and higher quality in mobile wireless telecommunications services than
would otherwise have existed in these geographic markets. If Cingular's proposed acquisition of
AT&T Wireless is consummated, the relevant geographic markets for mobile wireless
telecommunications services will become substantially more concentrated, and the competition
between Cingular and AT&T Wireless in mobile wireless telecommunications services will be
eliminated in these markets. As a result, the loss of competition between Cingular and AT&T
Wireless increases the likelihood of unilateral actions by the merged firm in the relevant
geographic markets to increase prices, diminish the quality or quantity of services provided,
refrain from or delay making investments in network improvements, and refrain from or delay
launching new services.

In the relevant geographic markets for mobile wireless broadband services, Cingular and
AT&T Wireless have either launched or are likely soon to launch mobile wireless broadband
services. Each has the spectrum necessary to offer mobile wireless broadband services and has
business plans to offer these services in these markets. Not all mobile wireless services providers
have sufficient spectrum to launch mobile wireless broadband services in these markets, nor do
they all have business plans to do so in the near future. In the relevant geographic markets, the
current number of mobile wireless services providers that are likely to launch mobile wireless
broadband services in the foreseeable future is limited. Because mobile wireless broadband
services are nascent, however, HHIs are uninformative.

The competition between Cingular and AT&T Wireless has motivated their efforts to
develop and launch mobile wireless broadband services in the relevant geographic markets. If
Cingular's proposed acquisition of AT&T Wireless is consummated, the relevant geographic
markets will lose one of only a few existing and likely mobile wireless broadband services
providers. As a result, the loss of competition between Cingular and AT&T Wireless increases
the likelihood of unilateral actions by the merged firm in these relevant geographic markets to
increase prices, diminish the quality or quantity of services provided, and refrain from or delay the
launch of mobile wireless broadband services.

Entry by a new mobile wireless services provider in the relevant geographic markets
would be difficult, time-consuming, and expensive, requiring the acquisition of spectrum licenses
and the build-out of a network. Therefore, new entry in response to a small but significant price
increase for mobile wireless telecommunications services or mobile wireless broadband services
by the merged firm in the relevant geographic markets would not be timely, likely, or sufficient to
thwart the competitive harm that would result from Cingular's proposed acquisition of AT&T
Wireless.

For these reasons, plaintiffs concluded that Cingular's proposed acquisition of AT&T
Wireless will likely substantially lessen competition, in violation of Section 7 of the Clayton Act,
in the provision of mobile wireless telecommunications services and mobile wireless broadband
services in the relevant geographic markets.

III. Explanation of the Proposed Final Judgment

The divestiture requirements of the proposed Final Judgment will eliminate the
anticompetitive effects of the acquisition in mobile wireless telecommunications services and
mobile wireless broadband services in the 13 geographic markets of concern. The proposed Final
Judgment requires defendants, within 120 days after the filing of the Complaint, or five days after
notice of the entry of the Final Judgment by the Court, whichever is later, to divest the Wireless
Business Divestiture Assets, the Minority Interests, and Spectrum Divestiture Assets (collectively,
"Divestiture Assets"). The Wireless Business Divestiture Assets are essentially AT&T Wireless's
entire mobile wireless business in the five markets where Cingular and AT&T Wireless both
currently own and control providers of mobile wireless telecommunications services. These assets
must be divested in such a way as to satisfy plaintiff United States in its sole discretion upon
consultation with any relevant plaintiff state that they will be operated by the purchaser as a viable,
ongoing business that can compete effectively in the relevant market. Defendants must take all
reasonable steps necessary to accomplish the divestitures quickly and shall cooperate with
prospective purchasers.

With respect to the Wireless Business Divestiture Assets, in some markets the merged firm
may retain some of AT&T Wireless's wireless spectrum (Connecticut RSA-1, Kentucky RSA-1,
and Texas RSA-11). The spectrum that must be divested is adequate to support the operation and
expansion of the mobile wireless services business being divested, and allowing the merged firm to
retain some of AT&T Wireless's spectrum may benefit consumers by allowing the merged firm to
provide improved or new services.

In the five markets where either Cingular or AT&T Wireless owns a minority interest in
another mobile wireless services provider, the proposed Final Judgment requires defendants to
divest these Minority Interests. The proposed Final Judgment allows defendants to retain the
Minority Interests in the Missouri, Kansas, and Louisiana areas with the approval of plaintiff United
States in its sole discretion if they demonstrate that the retained minority interest will become
irrevocably and entirely passive so long as the merged firm owns the interest and will not
significantly diminish competition. The size of the minority interests and market concentrations in
the Georgia and Massachusetts markets created concerns that allowing the merged firm to continue
to hold even a passive interest would diminish competition, and defendants are required to divest
fully their interests in those markets.

The Spectrum Divestiture Assets consist of 10 MHz of contiguous PCS spectrum in three
markets and must be divested in such a way as to remedy the competitive harm from the transaction
in the relevant mobile wireless broadband services markets. The availability of this spectrum will
make it more likely that another mobile wireless services provider could offer high-speed data
services in these areas. In Knoxville, Tennessee, the merged firm can alternatively restructure its
relationship with another spectrum licensee in the market so that the merged firm no longer has an
effectively controlling interest in the licensee and that the licensee's spectrum will be used by it in a
manner that resolves the competitive concerns identified in the Complaint, which is effectively the
same as if the merged firm were to divest the required amount of spectrum.

Timing of Divestitures

In antitrust cases involving mergers or joint ventures in which plaintiff United States seeks a
divestiture remedy, it requires completion of the divestitures within the shortest time period
reasonable under the circumstances. The proposed Final Judgment in this case requires, in Section
IV.A, divestiture of the Divestiture Assets, within 120 days after the filing of the Complaint, or five
days after notice of the entry of the Final Judgment by the Court, whichever is later. Plaintiff
United States in its sole discretion upon consultation with any relevant plaintiff state may extend the
date for divestiture of the Divestiture Assets by up to 60 days. Because the FCC's approval is
required for the transfer of the wireless licenses to a purchaser, Section IV.A provides that if
applications for transfer of a wireless license have been filed with the FCC, but the FCC has not
acted dispositively before the end of the required divestiture period, the period for divestiture of
those assets shall be extended until five days after the FCC has acted. This extension is to be
applied only to the individual Divestiture Assets affected by the delay in approval of the license
transfer and does not entitle defendants to delay the divestiture of any other Divestiture Assets for
which license transfer approval has been granted.

The divestiture timing provisions of the proposed Final Judgment will ensure that the
divestitures are carried out in a timely manner, and at the same time will permit defendants an
adequate opportunity to accomplish the divestitures through a fair and orderly process. Even if all
Divestiture Assets have not been divested upon consummation of the transaction, there should be no
adverse impact on competition given the limited duration of the period of common ownership and
the detailed requirements of the Preservation of Assets Stipulation and Order.

Use of a Management Trustee

The Preservation of Assets Stipulation and Order, entered by the Court on October 26, 2004,
ensures, prior to divestiture, that the Divestiture Assets are maintained and the Wireless Business
Divestiture Assets remain an ongoing business concern and that the other Divestiture Assets remain
economically viable. The Divestiture Assets will remain preserved, independent and uninfluenced
by defendants, so that competition is maintained during the pendency of the ordered divestiture.

The Preservation of Assets Stipulation and Order appoints a management trustee selected by
plaintiff United States upon consultation with plaintiff states to oversee the Divestiture Assets in the
relevant geographic markets. The appointment of a management trustee in this unique situation is
required because the Divestiture Assets are not independent facilities that can be held separate and
operated as standalone units by the merged firm. Rather, the Wireless Business Divestiture Assets are
an integral part of a nationwide network, and to maintain their competitive viability and economic
value, they should remain part of that network during the divestiture period. To insure that these
assets are preserved and supported by defendants during this period, yet run independently, a
management trustee is necessary to oversee the continuing relationship between defendants and these
assets. The management trustee will have the power to operate the Wireless Business Divestiture
Assets in the ordinary course of business, so that they will remain preserved, independent, and
uninfluenced by defendants, and an ongoing and economically viable competitor to defendants and to
other mobile wireless services providers. The management trustee will preserve the confidentiality of
competitively sensitive marketing, pricing, and sales information; insure defendants' compliance with
the Preservation of Assets Stipulation and Order and the proposed Final Judgment; and maximize the
value of the Divestiture Assets so as to permit expeditious divestiture in a manner consistent with the
proposed Final Judgment.

The Preservation of Assets Stipulation and Order provides that defendants will pay all costs
and expenses of the management trustee, including the cost of consultants, accountants, attorneys, and
other representatives and assistants hired by the management trustee as are reasonably necessary to
carry out his or her duties and responsibilities. After his or her appointment becomes effective, the
management trustee will file monthly reports with plaintiffs setting forth the efforts to accomplish the
goals of the Preservation of Assets Stipulation and Order and the proposed Final Judgment and the
extent to which defendants are fulfilling their responsibilities. Finally, the management trustee may
become the divestiture trustee, pursuant to the provisions of Section V of the proposed Final
Judgment.

Use of a Divestiture Trustee

In the event that defendants do not accomplish the divestiture within the periods prescribed in
the proposed Final Judgment, the Final Judgment provides that the Court will appoint a trustee
selected by plaintiff United States upon consultation with any relevant plaintiff state to effect the
divestitures. As part of this divestiture, defendants must relinquish any direct or indirect financial
ownership interests and any direct or indirect role in management or participation in control.
Pursuant to Section V of the proposed Final Judgment, the divestiture trustee will own and control the
systems until they are sold to a final purchaser, subject to safeguards to prevent defendants from
influencing their operation.

Section V details the requirements for the establishment of the divestiture trust, the selection
and compensation of the divestiture trustee, the responsibilities of the divestiture trustee in connection
with the divestiture and operation of the Divestiture Assets, and the termination of the divestiture
trust. The divestiture trustee will have the obligation and the sole responsibility, under Section V.D,
for the divestiture of any transferred Divestiture Assets. The divestiture trustee has the authority to
accomplish divestitures at the earliest possible time and "at the best price then obtainable upon a
reasonable effort by the trustee." In addition, to insure that the divestiture trustee can promptly locate
and divest to an acceptable purchaser, plaintiff United States, in its sole discretion upon consultation
with any relevant plaintiff state, may require defendants to include additional assets, or allow
defendants to substitute substantially similar assets, which substantially relate to the Wireless
Business Divestiture Assets to be divested by the divestiture trustee.

The divestiture trustee will not only have responsibility for sale of the Divestiture Assets, but
will also be the authorized holder of the wireless licenses, with full responsibility for the operations,
marketing, and sales of the wireless businesses to be divested, and will not be subject to any control
or direction by defendants. Defendants will no longer have any role in the ownership, operation, or
management of the Divestiture Assets following consummation of the transaction, as provided by
Section V, other than the right to receive the proceeds of the sale, and certain obligations to provide
support to the Divestiture Assets, and cooperate with the divestiture trustee in order to complete the
divestiture, as indicated in Section VI.L and in the Preservation of Assets Stipulation and Order.

The proposed Final Judgment provides that defendants will pay all costs and expenses of the
divestiture trustee. The divestiture trustee's commission will be structured, under Section V.G of the
proposed Final Judgment, so as to provide an incentive for the divestiture trustee based on the price
obtained and the speed with which the divestitures are accomplished. After his or her appointment
becomes effective, the divestiture trustee will file monthly reports with the Court and plaintiffs setting
forth his or her efforts to accomplish the divestitures. Section V.J requires the divestiture trustee to
divest the Divestiture Assets to an acceptable purchaser or purchasers no later than six months after
the assets are transferred to the divestiture trustee. At the end of six months, if all divestitures have
not been accomplished, the trustee, plaintiff United States, and any relevant plaintiff state will make
recommendations to the Court, which shall enter such orders as appropriate in order to carry out the
purpose of the trust, including extending the trust or term of the trustee's appointment.

The divestiture provisions of the proposed Final Judgment will eliminate the anticompetitive
effects of the transaction in the provision of mobile wireless telecommunications services and mobile
wireless broadband services. The divestitures of the Wireless Business Divestiture Assets and the
Minority Interests will preserve competition in mobile wireless telecommunications services by
maintaining an independent and economically viable competitor in the relevant geographic markets.
The divestiture of the Spectrum Divestiture Assets will preserve competition in mobile wireless
broadband services by making assets available to establish a new, independent, and economically
viable competitor.

IV. Remedies Available to Potential Private Litigants

Section 4 of the Clayton Act, 15 U.S.C. § 15, provides that any person who has been injured
as a result of conduct prohibited by the antitrust laws may bring suit in federal court to recover three
times the damages the person has suffered, as well as costs and reasonable attorneys' fees. Entry of
the proposed Final Judgment will neither impair nor assist the bringing of any private antitrust
damage action. Under the provisions of Section 5(a) of the Clayton Act, 15 U.S.C. § 16(a), the
proposed Final Judgment has no prima facie effect in any subsequent private lawsuit that may be
brought against defendants.

V. Procedures Available for Modification of the Proposed Final Judgment

Plaintiffs and defendants have stipulated that the proposed Final Judgment may be entered by
the Court after compliance with the provisions of the APPA, provided that plaintiffs have not
withdrawn their consent. The APPA conditions entry upon the Court's determination that the
proposed Final Judgment is in the public interest.

The APPA provides a period of at least sixty (60) days preceding the effective date of the
proposed Final Judgment within which any person may submit to plaintiff United States written
comments regarding the proposed Final Judgment. Any person who wishes to comment should do so
within sixty (60) days of the date of publication of this Competitive Impact Statement in the Federal
Register. All comments received during this period will be considered by the Department of Justice,
which remains free to withdraw its consent to the proposed Final Judgment at any time prior to the
Court's entry of judgment. The comments and the response of plaintiff United States will be filed
with the Court and published in the Federal Register.

The proposed Final Judgment provides that the Court retains jurisdiction over this action, and the
parties may apply to the Court for any order necessary or appropriate for the modification,
interpretation, or enforcement of the Final Judgment.

VI. Alternatives to the Proposed Final Judgment

Plaintiff United States considered, as an alternative to the proposed Final Judgment, a full trial
on the merits against defendants. Plaintiff United States could have continued the litigation and
sought preliminary and permanent injunctions against Cingular's acquisition of AT&T Wireless.
Plaintiff United States is satisfied, however, that the divestiture of assets and other relief described in
the proposed Final Judgment will preserve competition for the provision of mobile wireless
telecommunications services and mobile wireless broadband services in the relevant markets
identified in the Complaint.

VII. Standard of Review Under the APPA for the Proposed Final Judgment

The APPA requires that proposed consent judgments in antitrust cases brought by the United
States be subject to a sixty-day comment period, after which the Court shall determine whether entry
of the proposed Final Judgment "is in the public interest." 15 U.S.C. § 16(e)(1). In making that
determination, the Court shall consider:

the competitive impact of such judgment, including termination of alleged violations,
provisions for enforcement and modification, duration or relief sought, anticipated
effects of alternative remedies actually considered, whether its terms are ambiguous,
and any other competitive considerations bearing upon the adequacy of such judgment
that the court deems necessary to a determination of whether the consent judgment is
in the public interest; and

the impact of entry of such judgment upon competition in the relevant market or
markets, upon the public generally and individuals alleging specific injury from the
violations set forth in the complaint including consideration of the public benefit, if
any, to be derived from a determination of the issues at trial.

15 U.S.C. § 16(e)(1)(A) & (B). As the United States Court of Appeals for the District of Columbia
Circuit has held, the APPA permits a court to consider, among other things, the relationship between
the remedy secured and the specific allegations set forth in the government's complaint, whether the
consent judgment is sufficiently clear, whether enforcement mechanisms are sufficient, and whether
the consent judgment may positively harm third parties. See United States v. Microsoft Corp., 56
F.3d 1448, 1458-62 (D.C. Cir. 1995).

"Nothing in this section shall be construed to require the court to conduct an evidentiary
hearing or to require the court to permit anyone to intervene." 15 U.S.C. § 16(e)(2). Thus, in
conducting this inquiry, "[t]he court is nowhere compelled to go to trial or to engage in extended
proceedings which might have the effect of vitiating the benefits of prompt and less costly settlement
through the consent decree process." 119 Cong. Rec. 24,598 (1973) (statement of Senator Tunney).(1)

Rather:

[a]bsent a showing of corrupt failure of the government to discharge its duty, the Court, in
making its public interest finding, should . . . carefully consider the explanations of the
government in the competitive impact statement and its responses to comments in order to
determine whether those explanations are reasonable under the circumstances.

Accordingly, with respect to the adequacy of the relief secured by the proposed Final
Judgment, a court may not "engage in an unrestricted evaluation of what relief would best serve the
public." United States v. BNS Inc., 858 F.2d 456, 462 (9th Cir. 1988) (citing United States v. Bechtel
Corp., 648 F.2d 660, 666 (9th Cir. 1981)); see also Microsoft, 56 F.3d at 1460-62. Courts have held
that:

[t]he balancing of competing social and political interests affected by a proposed antitrust
consent decree must be left, in the first instance, to the discretion of the Attorney General.
The court's role in protecting the public interest is one of insuring that the government has not
breached its duty to the public in consenting to the decree. The court is required to determine
not whether a particular decree is the one that will best serve society, but whether the
settlement is "within the reaches of the public interest." More elaborate requirements might
undermine the effectiveness of antitrust enforcement by consent decree.

The proposed Final Judgment, therefore, should not be reviewed under a standard of whether
it is certain to eliminate every anticompetitive effect of a particular practice or whether it mandates
certainty of free competition in the future. Court approval of a final judgment requires a standard
more flexible and less strict than the standard required for a finding of liability. "[A] proposed decree
must be approved even if it falls short of the remedy the court would impose on its own, as long as it
falls within the range of acceptability or is 'within the reaches of public interest.'" United States v.
AT&T Corp., 552 F. Supp. 131, 151 (D.D.C. 1982) (citations omitted) (quoting Gillette, 406 F. Supp.
at 716), aff'd sub nom. Maryland v. United States, 460 U.S. 1001 (1983); see also United States v.
Alcan Aluminum Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 1985) (approving the consent judgment even
though the court would have imposed a greater remedy).

Moreover, the Court's role under the APPA is limited to reviewing the remedy in relationship
to the violations that the United States has alleged in its Complaint, and does not authorize the Court
to "construct [its] own hypothetical case and then evaluate the decree against that case." Microsoft,
56 F.3d at 1459. Because the "court's authority to review the decree depends entirely on the
government's exercising its prosecutorial discretion by bringing a case in the first place," it follows
that "the court is only authorized to review the decree itself," and not to "effectively redraft the
complaint" to inquire into other matters that the United States did not pursue. Id. at 1459-60.

VIII. Determinative Documents

There are no determinative materials or documents within the meaning of the APPA that were
considered by plaintiff United States in formulating the proposed Final Judgment.

1. See United States v. Gillette Co., 406 F. Supp. 713, 716 (D. Mass. 1975)
(recognizing it was not the court's duty to settle; rather, the court must only answer "whether the
settlement achieved [was] within the reaches of the public interest"). A "public interest"
determination can be made properly on the basis of the Competitive Impact Statement and
Response to Comments filed by the Department of Justice pursuant to the APPA. Although the
APPA authorizes the use of additional procedures, 15 U.S.C. § 16(f), those procedures are
discretionary. A court need not invoke any of them unless it believes that the comments have
raised significant issues and that further proceedings would aid the court in resolving those
issues. See H.R. Rep. No. 93-1463, 93d Cong., 2d Sess. 8-9 (1974), reprinted in 1974
U.S.C.C.A.N. 6535, 6538-39.

2. Cf. BNS, 858 F.2d at 464 (holding that the court's "ultimate authority under the
[APPA] is limited to approving or disapproving the consent decree"); Gillette, 406 F. Supp. at
716 (noting that, in this way, the court is constrained to "look at the overall picture not
hypercritically, nor with a microscope, but with an artist's reducing glass"); see generally
Microsoft, 56 F.3d at 1461 (discussing whether "the remedies [obtained in the decree are] so
inconsonant with the allegations charged as to fall outside of the 'reaches of the public
interest'").